Third Party Data Processing Agreement Template for England and Wales

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Key Requirements PROMPT example:

Third Party Data Processing Agreement

"I need a Third Party Data Processing Agreement for my UK-based software company that will be processing customer data for a large retail client, with specific provisions for cloud storage and automated data processing, to be effective from March 2025."

Document background
A Third Party Data Processing Agreement is required whenever an organization (controller) engages another party (processor) to process personal data on its behalf. This agreement, governed by English and Welsh law, is mandated by Article 28 of the UK GDPR and the Data Protection Act 2018. It sets out the processor's obligations, including data security, confidentiality, sub-processing restrictions, and breach notification requirements. The agreement is essential for demonstrating compliance with data protection regulations and establishing clear accountability between parties.
Suggested Sections

1. Parties: Identification of the data controller and data processor, including registered addresses and company details

2. Background: Context of the processing relationship and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including GDPR-specific terminology

4. Processor Obligations: Core obligations of the processor under Article 28 UK GDPR, including processing only on documented instructions

5. Security Measures: Requirements for technical and organizational security measures to protect personal data

6. Data Breach Procedures: Procedures for identifying, reporting and managing personal data breaches

7. Sub-processing: Conditions and requirements for engaging sub-processors

8. Data Subject Rights: Obligations to assist the controller in responding to data subject requests

9. Term and Termination: Duration of the agreement, termination rights and data deletion obligations

10. Liability and Indemnities: Allocation of liability between parties and indemnification provisions

Optional Sections

1. International Transfers: Provisions governing transfers of personal data outside the UK/EEA, including appropriate safeguards

2. Industry-Specific Requirements: Additional obligations specific to regulated industries or sectors

3. Audit Rights: Enhanced audit provisions for controller oversight of processing activities

4. Insurance Requirements: Specific insurance obligations for data protection-related risks

Suggested Schedules

1. Schedule 1 - Processing Details: Details of processing activities including nature, purpose, types of personal data and categories of data subjects

2. Schedule 2 - Technical and Organizational Measures: Detailed description of security measures implemented by the processor

3. Schedule 3 - Approved Sub-processors: List of pre-approved sub-processors and their processing activities

4. Schedule 4 - Transfer Mechanisms: Details of international transfer mechanisms and safeguards where applicable

5. Schedule 5 - Security Breach Notification Form: Template for reporting personal data breaches to the controller

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR: The UK General Data Protection Regulation - primary legislation governing data protection in the UK post-Brexit, setting out fundamental principles for data processing, individual rights, and organizational obligations

DPA 2018: Data Protection Act 2018 - the UK's implementation of data protection law, working alongside and supplementing the UK GDPR, providing specific provisions for data processing in the UK context

PECR: Privacy and Electronic Communications Regulations 2003 - specific rules for electronic communications, including requirements for electronic marketing, cookies, and communication services

ICO Guidance: Information Commissioner's Office guidance and codes of practice - authoritative interpretation and practical guidance on how to apply data protection legislation in the UK

EDPB Guidelines: European Data Protection Board guidelines - while not binding post-Brexit, these remain influential for UK data protection practice and interpretation

UK Case Law: Relevant judicial decisions from UK courts on data protection matters, establishing precedents and interpretations of data protection legislation

International Transfer Requirements: Post-Brexit requirements for transferring personal data outside the UK, including adequate safeguards and transfer mechanisms

Article 28 Requirements: Specific requirements under UK GDPR Article 28 detailing mandatory processor obligations that must be included in data processing agreements

Article 32 Security Requirements: Data security requirements under UK GDPR Article 32 specifying technical and organizational measures for ensuring appropriate security of personal data

Sub-processor Requirements: Rules and obligations regarding the appointment and oversight of sub-processors, including required contractual terms and prior authorizations

Breach Notification Obligations: Requirements for notifying data controllers and authorities of personal data breaches, including timing and content of notifications

Data Subject Rights: Obligations regarding handling and facilitating data subject rights requests, including access, rectification, erasure, and portability

E-Commerce Regulations: Electronic Commerce (EC Directive) Regulations 2002 - relevant for electronic contracts and online service providers

Contract Law Principles: Common law principles of contract law in England and Wales that affect the overall validity and enforcement of the agreement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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